IPO and Trust Account - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[19]. - A total of $234.6 million from the net proceeds of the IPO and private placement was placed in a Trust Account[21]. - The company has approximately $[ ] available in the Trust Account for business combinations, providing flexibility in structuring deals[65]. - The anticipated per-share redemption price for public shareholders upon completion of the initial business combination is approximately $10.20, based on the amount in the Trust Account[93]. - The redemption price per public share is expected to be approximately $10.20, based on the net proceeds from the IPO and the sale of Private Placement Shares[127]. - The funds from the IPO, totaling $234,600,000, were deposited into a non-interest-bearing Trust Account, invested in U.S. government treasury bills or specified money market funds[215]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination and may withdraw interest to pay taxes[217]. Business Combination Plans - The company has a deadline of July 29, 2023, to complete its initial business combination, or it will terminate and distribute the Trust Account amounts[22]. - The company entered into a Merger Agreement with Zoomcar on October 13, 2022, which includes a re-domestication to Delaware and a merger with Zoomcar[24][25]. - The initial business combination must involve operating businesses or assets with a fair market value of at least 80% of the assets held in the Trust Account[55]. - The company intends to structure the initial business combination to acquire 100% of the target's equity interests or assets, but may acquire less if necessary[57]. - The company aims to invest in companies valued between $1 billion to $2.5 billion, leveraging over 220 years of combined experience in various sectors[43]. - The company plans to focus on sectors such as consumer technology, healthcare, IT services, and enterprise SaaS for potential business combinations[33][38]. - The company has incurred offering expenses exceeding the estimated $550,000, reducing the funds intended to be held outside the Trust Account[132]. - The company expects to incur increased expenses due to being a public company and as a result of entering into the Merger Agreement with Zoomcar[211]. Due Diligence and Evaluation - The company aims to conduct thorough due diligence on potential business combination targets, including meetings with management and document reviews[48]. - The company intends to evaluate target companies using industry-standard methods, including public company comparables and proprietary modeling[44]. - The management team has significant experience in sourcing, M&A, and growth across multiple regions, enhancing the company's competitive advantage[41]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and financial reviews[74]. Shareholder Rights and Redemption - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the IPO, referred to as "Excess Shares"[105]. - The company will provide public shareholders the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination, either through a general meeting or a tender offer[94]. - If shareholder approval is required, a final proxy statement will be mailed to public shareholders at least 10 days prior to the vote, with a draft available well in advance[95]. - Redemptions will not be allowed if they cause net tangible assets to fall below $5,000,001 immediately prior to or upon consummation of the initial business combination[104]. - The company may conduct redemptions in conjunction with a proxy solicitation or pursuant to tender offer rules, depending on the circumstances[100][101]. Financial Position and Risks - As of December 31, 2022, the company had not commenced any operations and had incurred a net loss of $4,625,808 for the year, primarily due to formation and operating costs of $8,009,751[212]. - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination[211]. - The company anticipates significant costs in pursuing its acquisition plans and cannot assure the successful completion of a Business Combination[191]. - The company has until July 29, 2023, to complete its initial Business Combination, or it will cease operations and redeem public shares[203]. - The company is at risk of liquidation if it does not complete an initial business combination by July 29, 2023, which could result in public shareholders receiving approximately $10.26 per share upon redemption[166]. - The company has a working capital deficit of $6,708,272 as of December 31, 2022[214]. Regulatory and Compliance - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing for reduced disclosure obligations[62][64]. - The company is subject to potential review by the Committee on Foreign Investment in the United States (CFIUS), which may limit the pool of potential targets for its initial business combination[171]. - The company must ensure that its activities do not include investing in "investment securities" constituting more than 40% of total assets to avoid being classified as an investment company under the Investment Company Act[162]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act, which includes obligations to file annual, quarterly, and current reports with the SEC[145]. Management and Affiliates - The management team has significant experience in executing transactions under varying economic conditions, enhancing the sourcing of potential targets[50]. - The company has a fiduciary duty to present acquisition opportunities to other entities in which its directors and officers have obligations, potentially limiting its ability to pursue certain opportunities[138]. - The company has not independently verified whether its sponsor has sufficient funds to satisfy indemnity obligations related to claims against the Trust Account[143]. - The company has agreements in place with its sponsor and underwriters to waive certain rights to liquidating distributions if the business combination is not completed[124].
Innovative International Acquisition (IOAC) - 2022 Q4 - Annual Report